CERTIFICATE PURCHASE AGREEMENT

Transcription

1 Quint & Thimmig LLP 09/14/15 09/25/15 $ TAXABLE CERTIFICATES OF PARTICIPATION, SERIES A (2015 Clean Renewable Energy Project Direct Pay Subsidy CREBs) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Series A Lease Payments to be Made by the COUNTY OF YUBA as the Rental for Certain Property Pursuant to a Lease Agreement with the County of Yuba Public Facilities Corporation CERTIFICATE PURCHASE AGREEMENT November 5, 2015 County of Yuba 915 8th Street Marysville, CA Ladies and Gentlemen: The undersigned, Hilltop Securities Inc., as underwriter (the Underwriter ), hereby offers to enter into this Certificate Purchase Agreement (this Certificate Purchase Agreement, together with the exhibits hereto, being herein called the Purchase Agreement ) with the County of Yuba (the County ), which, upon acceptance, will be binding upon the County and the Underwriter. This offer is made subject to the acceptance by the County, by execution of this Purchase Agreement and its delivery to the Underwriter prior to 5:00 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the County at any time prior to such acceptance. Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the meanings given to such terms as set forth in Trust Agreement, dated as of November 1, 2015 (the Trust Agreement ) by and among Trust Agreement by and among the County of Yuba Public Facilities Corporation (the Corporation ), the County, and U.S. Bank National Association, as trustee (the Trustee ). The County hereby acknowledges and agrees that (a) the purchase and sale of the Series A Certificates (hereinafter defined) pursuant to this Purchase Agreement is an arm s-length commercial transaction between the County and the Underwriter, (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and are not acting as the agent or fiduciary of the County, (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the County with respect to the offering and sale of the Series A Certificates contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the County on other matters) and the Underwriter has no obligation to the County with respect to the offering and sale of the Series A Certificates contemplated

2 hereby except the obligations expressly set forth in this Purchase Agreement, and (d) the County has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the issuance of the Series A Certificates and the other matters contemplated by this Purchase Agreement. Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the County hereby agrees to sell and deliver to the Underwriter all of the $ aggregate principal amount of County of Yuba Taxable Certificates of Participation, Series A (2015 Clean Renewable Energy Project Direct Pay Subsidy CREBs) (the Series A Certificates ), evidencing the direct, undivided fractional interests of the owners thereof in lease payments (the Series A Lease Payments ) to be made by the County pursuant to a Lease Agreement, dated as of November 1, 2015 (the Lease Agreement ), with the Corporation. The purchase price of the Series A Certificates shall be $ (representing an aggregate principal amount of the Series A Certificates of $, less an Underwriter s discount of $ ). As an accommodation to the County, the Underwriter will pay, from the purchase price of the Series A Certificates, the sum of $ to Build America Mutual Assurance Company ( BAM ) as the premium for BAM s municipal bond insurance policy issued for the Series A Certificates and for the $ aggregate principal amount of County of Yuba Taxable Certificates of Participation, Series B (2015 Clean Renewable Energy Project) (the Municipal Bond Insurance Policy ). The County will designate the Series A Certificates as New Clean Renewable Energy Bonds (CREBs) under section 54C of the Internal Revenue Code of 1986, as amended (the Code ) and will irrevocably elect under section 6431(f)(2) of the Code to receive a direct payment from the United States Treasury equal to the lesser of (i) the amount of interest payable with respect to the Series A Certificates, or (ii) seventy percent (70%) of the amount of interest which would be payable with respect to the Series A Certificates if the interest rates were determined at the applicable credit rate determined under section 54A(b)(3) of the Code. The Underwriter agrees to make a bona fide public offering of all the Series A Certificates at the initial public offering prices (or yields) set forth on Exhibit A attached hereto. After the initial offering, the Underwriter reserves the right to change such public offering prices as the Underwriter shall deem necessary in marketing the Series A Certificates. Section 2. The Series A Certificates. The Series A Certificates will be dated their date of delivery and will be substantially in the form described in, shall be authorized, executed and delivered under the provisions of, and shall be payable as provided in, the Trust Agreement. The Series A Certificates are being executed and delivered to provide funds to: (a) finance the costs of a clean renewable energy project consisting of a solar photovoltaic energy system, (b) fund capitalized interest with respect to the Series A Certificates through November 1, 2016, and (c) pay costs incurred in connection with executing and delivering the Series A Certificates. The County will lease certain land (the Site ) and the improvements thereon (the Facility ) to the Corporation pursuant to a Site and Facility Lease, dated as of November 1, 2015 (the Site and Facility Lease ). The Corporation will sublease the Site, the Facility and the Project back to the County pursuant to the Lease Agreement. The Corporation will assign its right to receive Series A Lease Payments from the County under the Lease to the Trustee pursuant to an Assignment Agreement, dated as of November 1, 2015 (the Assignment Agreement ). The County will also enter into a Continuing Disclosure Certificate relating to the Series A Certificates, dated the Closing Date (the Continuing Disclosure Certificate ). The Trust -2-

3 Agreement, the Site and Facility Lease, the Lease Agreement, the Assignment Agreement, the Continuing Disclosure Certificate and this Purchase Agreement are hereinafter referred to as the Legal Documents. Section 3. The Official Statement. (a) By its acceptance of this proposal, the County ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement, dated October 22, 2015, relating to the Series A Certificates (including the cover page, the inside cover page, all appendices and all information incorporated therein, the Preliminary Official Statement ). The County hereby certifies that such Preliminary Official Statement is deemed final as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ( Rule 15c2-12 ) except for certain omissions with respect to the pricing of the Series A Certificates permitted to be omitted therefrom by Rule 15c2-12, and has executed and delivered a certificate in substantially the form attached hereto as Exhibit B. The County hereby agrees to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Series A Certificates and the Series B Certificates (including all information previously permitted to have been omitted by Rule 15c2-12, the cover page, the inside cover page all appendices, all information incorporated therein and any amendments or supplements as have been approved by the County and the Underwriter, the Official Statement ) in such quantity as the Underwriter shall reasonably request. The County has approved the use and distribution by the Underwriter of the Official Statement, and the County hereby authorizes the use by the Underwriter of the Legal Documents in connection with the offer and sale of the Series A Certificates. Section 4. Closing. At 8:00 A.M., California time, on November 24, 2015, or at such other time and date as may be agreed upon by the County and the Underwriter (the Closing Date ), (i) the County will cause to be delivered to the Underwriter the Series A Certificates in definitive form, bearing CUSIP numbers and fully registered, through the book-entry system of The Depository Trust Company, New York, New York ( DTC ); and (ii) the County will cause to be delivered to the Underwriter the other documents herein mentioned at the offices of Quint & Thimmig LLP in Larkspur, California, or another place to be agreed upon by the County and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Series A Certificates as set forth in Section 1 hereof in immediately available funds to the order of the Trustee on behalf of the County. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the Closing. Notwithstanding the foregoing, neither the failure to print CUSIP numbers on any Certificate nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series A Certificates on the Closing Date in accordance with the terms of this Purchase Agreement. Section 5. Representation, Warranties and Covenants of the County. The County represents, warrants and covenants to the Underwriter that: (a) The County is a political subdivision, duly organized and validly existing under the Constitution and laws of the State of California. The County has all necessary power and authority and has taken all official action necessary to enter into and perform its duties under the Trust Agreement, the Site and Facility Lease, the Lease Agreement, the Continuing Disclosure Certificate and this Purchase Agreement (collectively, the County Documents ). The County Documents and the Official Statement have been duly executed and delivered by the County and, assuming the due authorization, execution and delivery by the other respective parties thereto, the County Documents will constitute legally valid and binding obligations of -3-

4 the County enforceable against the County in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws or equitable principles relating to or limiting creditors rights generally. (b) Except as may be required under Blue Sky or other securities laws of any state (as to which no representation is made), there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the County required for the execution, delivery and sale of the Series A Certificates or the consummation by the County of the transactions contemplated by the County Documents and by the Official Statement, which has not been duly obtained or made on or prior to the date hereof. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court or governmental or public entity pending or threatened against the County which affects or seeks to prohibit, restrain or enjoin the execution or delivery of the Series A Certificates, or contesting the powers of the County to enter into or perform its obligations under any of the County Documents or the existence or powers of the County. (d) the distribution of the Preliminary Official Statement and the Official Statement have been duly authorized by the County and as of the date hereof and at all times subsequent thereto up to and including the time of the Closing, the statements and information contained in the Official Statement (excluding statements under the captions THE CORPORATION, UNDERWRITING, information relating to BAM, the Municipal Bond Insurance Policy, DTC and the book-entry only system and information as to bond prices on the inside cover page of the Official Statement, as to which no opinion or view is expressed) are and will be true, correct and complete in all material respects and the Official Statement does not and will not omit to state a material fact required to be stated therein or necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (e) The County agrees that, if at any time before the Closing Date any event of which it has knowledge occurs, as a result of which the Official Statement as then in effect would include any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the County shall promptly prepare or cooperate in the preparation of an amendment or supplement to the Official Statement if in the opinion of the County and the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement. The County shall advise the Underwriter promptly of any proposal to so amend or supplement the Official Statement and shall effect such amendment or supplement in a form and manner approved by the Underwriter. The County shall promptly advise the Underwriter of the institution of any action, suit, proceeding, inquiry or investigation seeking to prohibit, restrain or otherwise affect the use of the Official Statement in connection with the offering, sale or distribution of the Series A Certificates. If the Official Statement is amended or supplemented pursuant to the immediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein concerning the County or the County s affairs, in the light of the circumstances under which it was presented, not misleading. -4-

5 (f) The County shall furnish or cause to be furnished to the Underwriter, in such quantities as shall be reasonably required by the Underwriter, copies of the Official Statement and all amendments and supplements thereto, in each case as soon as available. (g) The proceeds from the sale to the Underwriter of the Series A Certificates will be applied in the manner and for the purposes specified in the Trust Agreement. (h) The resolution of the County approving the execution and delivery of the County Documents and the Official Statement has been duly adopted by the County, has not been amended, modified or repealed and is in full force and effect on the date hereof. (i) Neither the execution and delivery by the County of the County Documents nor the County s adoption of the resolution, nor the County s compliance with such documents or such resolution, nor the consummation of the transactions contemplated by such documents, such resolution or the Official Statement, conflicts with or constitutes a breach of or default under, or will conflict with or constitute a breach of or default under, any term or provision of any applicable law or any administrative rule or regulation of the State of California or the United States or any applicable judgment, decree, order, license, permit, agreement or instrument to which the County is subject or is otherwise bound has or will have a material adverse effect on the ability of the County to perform its obligations under the County Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instruments. (j) The County agrees to cooperate with the Underwriter in endeavoring to qualify the Series A Certificates for offer and sale under the securities or Blue Sky laws of as many jurisdictions of the states of the United States as the Underwriter may request; provided, however, that the County will not be required to expend any of its own funds in connection with such qualifications and will not be required to consent to service of process in any such jurisdiction in which it is not now subject to service of process or to qualify as a broker or a foreign corporation in connection with any such qualification in any jurisdiction. (k) The County has not failed to comply with any previous continuing disclosure undertaking within the prior 5 years. Section 6. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the County contained herein. The obligations of the Underwriter to accept delivery of and pay for the Series A Certificates on the Closing Date shall be subject, at the option of the Underwriter, to the performance by the Corporation and the County of their obligations, to be performed hereunder and under the Legal Documents, at or prior to the Closing Date and the following additional conditions: (a) at the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and all such reasonable actions as, in the opinion of Special Counsel or counsel to the Underwriter, shall reasonably deem necessary in connection with the transactions contemplated hereby; (b) between the date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth on the inside cover page of the Official Statement, of the Series A Certificates shall not have been materially adversely affected, in the reasonable judgment of the Underwriter, by reason of any of the following: -5-

6 (i) the declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the normal operation of the government of or the financial community in the United States; (ii) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (iii) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Series A Certificates or obligations of the general character of the Series A Certificates or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that (i) obligations of the general character of the Series A Certificates, or the Series A Certificates, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or (ii) the execution and delivery, offering or sale of obligations of the general character of the Series A Certificates, or the execution and delivery, offering or sale of the Series A Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (c) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) the Legal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (ii) the approving opinion of Special Counsel, dated the Closing Date and addressed to the County, in substantially the form attached as Appendix B to the Official Statement, together with a reliance letter addressed to the Underwriter; (iii) a supplemental opinion of Special Counsel dated the Closing Date and addressed to the Underwriter and the County, in form and substance acceptable to each of them to the effect that: (A) the statements in the Official Statement under the captions, INTRODUCTION, THE CERTIFICATES, CONTINUING DISCLOSURE, TAX MATTERS, APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS, APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE AND APPENDIX D FORM OF SPECIAL COUNSEL OPINION, insofar as such statements purport to summarize certain provisions of the Series A Certificates, security for the Series A Certificates, the Trust Agreement, the Site and Facility Lease, the Lease, the Assignment Agreement, the Continuing Disclosure Certificate and the legal opinion of Special Counsel -6-

7 with respect thereto concerning the validity and tax status of interest with respect to the Series A Certificates, are accurate in all material respects; but excluding therefrom information about DTC and the book-entry only system; (B) the Purchase Agreement has been duly authorized, executed and delivered by the County and, assuming due authorization, execution and delivery by the other respective parties thereto, constitutes the valid and binding agreement of the County and is enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought; and (C) the Series A Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an Trust Agreement pursuant to the Trust Indenture Act of 1939, as amended; (iv) a certificate, dated the Closing Date, signed by a duly authorized official of the County satisfactory in form and substance in the reasonable judgment of the Underwriter to the effect that: (A) the County is a political subdivision, duly organized and existing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the County Documents; (B) by official action of the County, the County has approved the execution and delivery of and the performance by the County of the obligations on its part contained in the County Documents; (C) the execution and delivery of the County Documents to which it is a party, compliance with the provisions thereof and performance of its duties thereunder, will not conflict with or constitute a breach of or default under the County s duties under any law, administrative regulation, judgment, decree, note, resolution, charter, by-law or other agreement to which the County is a party or is otherwise subject or by which its properties may be affected; (D) the Official Statement, as of its date did not, and as of the Closing Date does not, contain any untrue or misleading statement of a material fact or omit to state any material fact which is necessary to make such statements therein, in the light of the circumstances under which they were made, not misleading; (E) there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the County required for the execution, delivery and sale of the Series A Certificates or the consummation by the County of the transactions on its part contemplated by the County Documents; (F) the County is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree, agreement or other instrument to which the County is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, -7-

8 would constitute a default or an event of default under any such instrument, which breach or default has or may have a material adverse effect on the ability of the County to perform its obligations under the County Documents; (G) there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court or governmental agency or body, pending or, to the best knowledge of the County, threatened against the County, except as disclosed in the Official Statement, to restrain or enjoin the execution or delivery of the Series A Certificates, or in any way contesting or affecting the validity or enforceability of the Series A Certificates or the County Documents or contesting the powers of the County to enter into or perform its obligations under any of the foregoing; and (H) the County covenants that it will not take any action which would cause interest with respect to the Series A Certificates to be subject to California personal income taxes; (v) a certificate of the Trustee, dated the Closing Date, signed by a duly authorized officer of the Trustee, and in form and substance satisfactory to the Underwriter, to the effect that: (A) the Trustee is a national banking association duly organized and existing under and by virtue of the laws of the United States of America authorized to carry out corporate trust powers and has all necessary power and authority to enter into and perform its duties under the Trust Agreement and the Assignment Agreement and to execute the Series A Certificates; (B) the representations of the Trustee in the Trust Agreement and the Assignment Agreement are true and correct in all material respects as of the Closing Date; (C) to the best of its knowledge, no litigation is pending or threatened (either in state or federal courts) (1) to restrain or enjoin the execution or delivery of any of the Series A Certificates or the collection of revenues pledged under the Lease Agreement, or (2) in any way contesting or affecting any authority for the execution or delivery of the Series A Certificates or the validity or enforceability of the Trust Agreement or the Assignment Agreement; (D) the Trustee is duly authorized to execute and deliver the Series A Certificates to the Underwriter upon instruction by the County pursuant to the terms of the Trust Agreement, and the Trust Agreement and the Assignment Agreement constitute legal, valid and binding obligations of the Trustee enforceable in accordance with its respective terms; (E) to the best of its knowledge, the execution and delivery of the Trust Agreement and the Assignment Agreement, and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Trustee s duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the Trustee is subject or by which it is bound; and (F) the Series A Certificates have been validly executed and delivered by the Trustee; -8-

9 (vi) the opinion of counsel to the Trustee, addressed to the Underwriter and the County, dated the Closing Date, to the effect that: (A) the Trustee has been duly organized and is validly existing in good standing as a national banking association under the laws of the United States of America, with full corporate power to enter into the Trust Agreement and the Assignment Agreement and to accept the trust as provided therein, and to perform its obligations under the Trust Agreement and the Assignment Agreement; (B) the Trustee has duly authorized, executed and delivered the Trust Agreement and the Assignment Agreement and by all proper corporate action has authorized the acceptance of the trust of the Trust Agreement; (C) assuming the due authorization, execution and delivery by the other party to the Trust Agreement and the Assignment Agreement, the Trust Agreement and the Assignment Agreement, constitute legally valid and binding agreements of the Trustee, enforceable against the Trustee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws or equitable principles relating to or limiting creditors rights generally; and (D) the Series A Certificates have been validly executed by the Trustee; (E) to the best of such counsel s knowledge, no authorization, approval, consent or order of any governmental agency or any other person or corporation is required for the valid authorization, execution and delivery of the Trust Agreement and the Assignment Agreement by the Trustee or the authentication by the Trustee of the Series A Certificates; (vii) a letter of Quint & Thimmig LLP, Larkspur, California, as disclosure counsel to the County, dated the Closing Date and addressed to the County and the Underwriter stating that based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of its date and as of the Closing Date, the Official Statement (excluding therefrom any information relating to BAM, the Municipal Bond Insurance Policy, DTC and its book-entry system included therein, and the information therein under the caption UNDERWRITING and the reports, financial and statistical data and forecasts therein, and the information included in the appendices thereto, as to which no opinion need be expressed) did not and does not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (viii) a copy of the Official Statement, executed on behalf of the County; (ix) a copy of the general resolution of the Trustee authorizing the execution and delivery of the Trust Agreement and the Assignment Agreement; (x) a copy of all resolutions relating to the Series A Certificates, the Official Statement and the Legal Documents adopted by the Corporation and the County, as applicable, and certified by an authorized official of the Corporation and the County; -9-

10 (xi) a tax certificate by the County in form and substance acceptable to Special Counsel; (xii) a copy of the Municipal Bond Insurance Policy; (xiii) an opinion of counsel to BAM, addressed to the County and the Underwriter to the effect that: (A) the descriptions of BAM and the Municipal Bond Insurance Policy included in the Official Statement are accurate; (B) the Municipal Bond Insurance Policy constitutes the legal, valid and binding obligation of BAM, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor s rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the County or the Underwriter may reasonably request; that: (xiv) a certificate of BAM, signed by an authorized officer of BAM, to the effect (A) the information contained in the Official Statement relating to BAM and the Municipal Bond Insurance Policy is true and accurate and (B) as to such other matters as the County or the Underwriter may reasonably request; (xv) satisfactory evidence that the Series A Certificates have been assigned the rating of from Standard & Poor s Ratings Services ( S&P ) and that the Series A Certificates have been assigned the insured rating of AA from S&P; and (xvi) such additional legal opinions, certificates, proceedings, instruments or other documents as Special Counsel and counsel to the Underwriter, if any, may reasonably request to evidence compliance by the Corporation and the County with legal requirements, the truth and accuracy, as of the Closing Date, of the representations and warranties of the County contained herein, and the due performance or satisfaction by the Corporation and the County at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Corporation and the County. Section 7. Changes in Official Statement. After the Closing, the County will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing. Within 90 days after the Closing or within 25 days following the end of the underwriting period, whichever occurs first, if any event relating to or affecting the Series A Certificates, the Trustee, the Corporation or the County shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the County will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light -10-

11 of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The County shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with a nationally recognized municipal securities repository. For the purposes of this section the Trustee, the Corporation and the County will each furnish such information with respect to itself as the Underwriter may reasonably request from time to time during such period. Section 8. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the County shall pay from the proceeds of the Series A Certificates or otherwise, all expenses and costs of the County and the Corporation incident to the performance of their obligations in connection with the authorization, execution, sale and delivery of the Series A Certificates to the Underwriter, including, without limitation, printing costs, rating agency fees and charges, initial fees of the Trustee, including fees and disbursements of its counsel, if any, fees and disbursements of Special Counsel and Disclosure Counsel and other professional advisors employed by the County or the Corporation, the fee of counsel to the Underwriter and costs of preparation, printing, signing, transportation, delivery and safekeeping of the Series A Certificates. The Underwriter shall pay all out-of-pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Service Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Series A Certificates, shall be paid by the Underwriter. Section 9. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Mr. Todd Smith, Senior Vice President, Hilltop Securities Inc., 2535 South Coast Highway 101, Suite 250, Cardiff by the Sea, CA Any notice or communication to be given to the County under this Purchase Agreement may be given by delivering the same in writing to the County s address set forth above, Attention: Mr. Robert Bendorf, County Administrator. The approval of the Underwriter when required hereunder or the determination of the Underwriter s satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you. Section 10. Parties in Interest. This Purchase Agreement is made solely for the benefit of the County and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the County in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment of the Series A Certificates. Section 11. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. -11-

12 Section 12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California. HILLTOP SECURITIES INC., as Underwriter Accepted and Agreed to: COUNTY OF YUBA By Jeffrey S. Harris Senior Vice President By Robert Bendorf County Administrator -12-

13 EXHIBIT A MATURITY SCHEDULE $ TAXABLE CERTIFICATES OF PARTICIPATION, SERIES A (2015 Clean Renewable Energy Project Direct Pay Subsidy CREBs) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Series A Lease Payments to be Made by the COUNTY OF YUBA as the Rental for Certain Property Pursuant to a Lease Agreement with the County of Yuba Public Facilities Corporation MATURITY SCHEDULE Maturity Date Principal Interest (November 1) Amount Rate Yield Price REDEMPTION PROVISIONS Extraordinary Redemption. The Series A Certificates are subject to extraordinary redemption, in whole or in part, on any Interest Payment Date, in an order of maturity determined by the County, from the Net Proceeds of insurance or eminent domain proceedings credited towards the redemption of the Series A Lease Payments pursuant to the Lease Agreement, at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest represented thereby to the date fixed for redemption, without premium. Optional Redemption. The Series A Certificates are subject to optional redemption in whole or in part on any date in such order of maturity as shall be designated by the County (or, if the County shall fail to so designate the order of redemption, in pro rata among maturities) and by lot within a maturity, on or after November 1,, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium, from the proceeds of the optional prepayment of Series A Lease Payments made by the County pursuant to the Lease Agreement. Mandatory Redemption. The Series A Certificates maturing on November 1, 2025, are subject to mandatory redemption in part on November 1 in each year on and after November 1, 2018, to and including November 1, 2025, from the principal components of scheduled Series A Lease Payments required to be paid by the County pursuant to the Lease Agreement with respect to each such redemption date (subject to abatement, as set forth in the Lease Agreement), at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows: Year (November 1) Principal Amount of Certificates to be Redeemed Maturity. Exhibit A Page 1

14 The Series A Certificates maturing on November 1, 2030, are subject to mandatory redemption in part on November 1 in each year on and after November 1, 2026, to and including November 1, 2030, from the principal components of scheduled Series A Lease Payments required to be paid by the County pursuant to the Lease Agreement with respect to each such redemption date (subject to abatement, as set forth in the Lease Agreement), at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows: Year (November 1) Principal Amount of Certificates to be Redeemed Maturity. The Series A Certificates maturing on November 1, 2035, are subject to mandatory redemption in part on November 1 in each year on and after November 1, 2031, to and including November 1, 2035, from the principal components of scheduled Series A Lease Payments required to be paid by the County pursuant to the Lease Agreement with respect to each such redemption date (subject to abatement, as set forth in the Lease Agreement), at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, as follows: Year (November 1) Principal Amount of Certificates to be Redeemed Maturity. Extraordinary Mandatory Redemption from Unexpended Proceeds of the Series A Certificates. The Series A Certificates or portions of the Series A Certificates, in multiples of $5,000, are subject to extraordinary mandatory redemption within 90 days after the later of: (a) the third anniversary of the delivery date of the Series A Certificates; or (b) the Extension Period Expiration Date (as defined below), at par, plus accrued interest to the date of redemption, in a total amount equal to the unexpended Available Project Proceeds (as defined below) of the Series A Certificates plus such amount as shall be necessary to permit the Series A Certificates to be redeemed in multiples of $5,000 within a single maturity, but only to the extent available proceeds of the Series A Certificates are not expended by the later of: (i) the third anniversary of the delivery date of the Series A Certificates; or (ii) the Extension Period Expiration Date. Extension Period Expiration Date means the last day of any extension of time negotiated with the Internal Revenue Service (the IRS ), as evidenced in writing from the IRS, that extends the date by which the proceeds of the Series A Certificates must be expended. Available Project Proceeds means the sum of (i) the excess of the proceeds of sale of the Series A Certificates over Delivery Costs paid out of such proceeds (to the extent such costs do not exceed two percent of such proceeds), and (ii) any investment earnings on such excess. Extraordinary Optional Redemption Due to an Extraordinary Event. The Series A Certificates are further subject to redemption prior to maturity at the option of the County upon the occurrence of an Extraordinary Event (defined below), from any source of available funds, as a whole or in part in multiples of $5,000, on any date, at a redemption price equal to 100% of the principal amount of the Series Exhibit A Page 2

15 A Certificates to be redeemed plus the Make-Whole Premium (defined below), if any, together with accrued interest to the date fixed for redemption. Accountable Event of Loss of New Clean Renewal Energy Bond Status means (a) any act or any failure to act on the part of the County, which act or failure to act is a breach of a covenant or agreement of the County contained in the County s tax certificate with respect to the Series A Certificates (the Tax Certificate ) or the Series A Certificates and which act or failure to act causes the Series A Certificates to lose their status, or fail to qualify, as New Clean Renewal Energy Bonds within the meaning of and as defined in section 54C of the Code, or (b) the making by the County of any representation contained in the Tax Certificate or the Lease Agreement, which representation was untrue when made and the untruth of which representation at such time causes the Series A Certificates to lose their status, or fail to qualify, as New Clean Renewal Energy Bonds within the meaning of and as defined in section 54C of the Code. Comparable Treasury Issue means the United States Treasury security selected by the Designated Banking Institution (defined below) as having a maturity comparable to the remaining term to maturity of the Series A Certificate being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term to maturity of the Series A Certificate being redeemed. Comparable Treasury Price means, with respect to any date on which a Series A Certificate or portion thereof is being redeemed, either (a) the average of five Reference Treasury Dealer (defined below) quotations for the date fixed for redemption, after excluding the highest and lowest such quotations, and (b) if the Designated Banking Institution is unable to obtain five such quotations, the average of the quotations that are obtained. The quotations will be the average, as determined by the Designated Banking Institution, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of principal amount) quoted in writing to the Designated Banking Institution, at 2:00 p.m. New York City time on a Business Day at least two Business Days but no more than 45 calendar days preceding the applicable date fixed for redemption. Comparable Treasury Yield means the yield appearing in the most recently published statistical release designated H.15(519) Selected Interest Rates under the heading Treasury Constant Maturities, or any successor publication selected by the Designated Banking Institution that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity, for the maturity corresponding to the remaining term to maturity of the Series A Certificate being redeemed. The Comparable Treasury Yield will be determined at least two Business Days but no more than 45 calendar days preceding the applicable date fixed for redemption. If the H.15(519) statistical release sets forth a weekly average yield for United States Treasury securities that have a constant maturity that is the same as the remaining term to maturity of the Series A Certificate being redeemed, then the Comparable Treasury Yield will be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield will be calculated by interpolation on a straight-line basis, between the weekly average yields on the United States Treasury securities that have a constant maturity (i) closest to and greater than the remaining term to maturity of the Series A Certificate being redeemed; and (ii) closest to and less than the remaining term to maturity of the Series A Certificate being redeemed. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If, and only if, weekly average yields for United States Treasury securities for the preceding week are not available in the H.15(519) statistical release or any successor publication, then the Comparable Treasury Yield will be the rate of interest per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price as of the date fixed for redemption. Date of Loss of New Clean Renewal Energy Bond Status means the date specified in the determination or holding referenced in item (a) or (b) under the definition of Extraordinary Event, as applicable, of the definition of Extraordinary Event as the date from and after which the Series A Certificates lost their status, or failed to qualify, as New Clean Renewal Energy Bonds as a result of an Accountable Event of Loss of New Clean Renewal Energy Bonds, which date could be as early as the date of initial issuance and delivery of the Series A Certificates. Exhibit A Page 3

16 Designated Banking Institution means an investment banking institution of national standing which is a primary United States government securities dealer with offices in the City of New York designated by the County (which may be the underwriter of the Series A Certificates). Extraordinary Event means (a) a final determination by the Internal Revenue Service (after the County has exhausted all administrative appeal remedies) determining that an Accountable Event of Loss of New Clean Renewal Energy Bond Status has occurred and specifying the Date of Loss of New Clean Renewal Energy Bond Status; (b) a non-appealable holding by a court of competent jurisdiction holding that an Accountable Event Loss of New Clean Renewal Energy Bond Status has occurred and specifying the Date of Loss of New Clean Renewal Energy Bond Status (c) the enactment of legislation by the Congress of the United States or passed by either House of the Congress, or a decision has been rendered by a court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement has been made by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency of appropriate jurisdiction, the effect of which, as reasonably determined by the County, would be to suspend, reduce or terminate the Subsidy Payment to be received pursuant to section 6431(f)(2) of the Code; or (d) if for any reason other than one attributable to the action or inaction of the County, (i) the United States Department of Treasury determines that the County is ineligible to receive all or part of the Federal Subsidy Payment payable with respect to the Series A Certificates or (ii) the United States Department of Treasury or agency of the United States of America at any time ceases to remit to the County all or any part of the Federal Subsidy Payment payable with respect to the Series A Certificates in accordance with the Code. Make-Whole Premium means, with respect to any Series A Certificate to be redeemed, an amount calculated by a Designated Banking Institution equal to the positive difference, if any, between: (1) The sum of the present values, calculated as of the date fixed for redemption of: (a) Each interest payment that, but for the redemption, would have been payable on the Series A Certificate or portion thereof being redeemed on each regularly scheduled Interest Payment Date occurring after the date fixed for redemption through the maturity date of such Series A Certificate (excluding any accrued interest for the period prior to the date fixed for redemption); provided, that if the date fixed for redemption is not a regularly scheduled Interest Payment Date with respect to such Series A Certificate, the amount of the next regularly scheduled interest payment will be reduced by the amount of interest accrued on such Series A Certificate to the date fixed for redemption; plus (b) The principal amount that, but for such redemption, would have been payable on the maturity date of the Series A Certificate or portion thereof being redeemed; minus (2) The principal amount of the Series A Certificate or portion thereof being redeemed. The present values of the interest and principal payments referred to in (1) above will be determined by discounting the amount of each such interest and principal payment from the date that each such payment would have been payable but for the redemption to the date fixed for redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate not less than the Comparable Treasury Yield, plus the Spread. Reference Treasury Dealer means a primary United States Government securities dealer in the City of New York appointed by the County and reasonably acceptable to the Designated Banking Institution (which may be the underwriter of the Series A Certificates). Spread means 1.00%. Subsidy Payment means the refundable tax credit direct payment subsidies from the United States Treasury to or upon the order of the County pursuant to section 6431 of the Code with respect to the Series A Certificates. Exhibit A Page 4